XMen: Alpha Episode VI: Crosstown Rivals
by wiley21
Summary: A former instructor at the Xavier Institute gathers her own group of mutants to fight government oppression and, if neccessary, the X-Men.
1. Part One

**X-Men: Alpha**

**Episode VI**

**Cross-town Rivals**

**Part One**

_**5 ½ Years Ago...**_

Wind rocked the small plane as it flew above the snow-covered mountaintops.

Christopher Summers would not normally be worried. He'd done this a few hundred times.

However, this time he wasn't alone.

His family was onboard.

His wife, Katherine, glanced at him from an adjacent seat. The concern in her eyes was apparent.

"It'll be fine, dear."

Her apprehension seemed to lessen. "I trust you."

Before they could say anything else, two voices emanated from behind them.

"Oww."

"Quit whining!"

Katherine turned to face her sons. "Boys! Your father needs to concentrate."

Alex Summers pulled off his headphones. "Scott won't shut up!"

"Alex!" She noticed her eldest son rubbing his eyes. "Scott, what's wrong, honey?"

"My eyes hurt!"

Katherine removed her safety belt and her husband immediately took note.

"Kathy, what are you doing? Things could start getting pretty rough. You should stay in your seat."

"I'll just be a second."

She left her seat and knelt down in front of Scott. "Let me see them, Scotty."

The youngster slowly opened his eyes.

The image he saw was his mother with a shocked expression.

For some reason, she was tinted red.

"Chris...you should look at this."

"I'm a little busy, hon."

Alex glanced over and his mouth fell open.

Scott's pupils were glowing a bright red, casting an eerie glow around the plane's small cabin.

Suddenly, the pain intensified. Scott clutched his face as he cried out.

"Scott?! Chris! Chris, I don't know what's happening to him!"

"I can't really worry about that right now, hon!"

"But there's something very wrong here!"

"Mom?!"

Katherine turned her attention back to her oldest son. "What is it?"

"I...I can't keep my eyes closed! Get away from me!"

Suddenly, Scott's eyes shot open.

A massive beam of red energy knocked a large hole in the roof of the plane.

To Scott Summers it felt like every ounce of strength in his body was erupting from his eyes.

In a matter of moments, everything went dark.

-X-

He never really knew what happened after that.

Part of him didn't want to know.

Somehow, he and Alex had survived. Their parents were not so fortunate.

That memory always came to him when he stood before their graves.

They were laid to rest in the family's hometown of Anchorage, Alaska. He had come to visit them on the anniversary of their death.

Just as he always had.

Things in his life had become far more complicated over the past several months, but he knew he had to make time for this.

Yet, as leader of the X-Men, he had responsibilities to attend to.

After taking one more moment to honor his parents, Scott Summers turned and walked away.

-X-

Cold eyes watched as Summers walked from the cemetery.

How easy it would be to strike him down. He would never see it coming.

Years of anger and hate welled up inside.

As he clinched his fist, bright rings of energy emanated forth.

They ceased when a hand gently grabbed his wrist.

"Not now, dear. You'll get your chance soon enough."

-X-

Robert Kelly's grin stretched from ear to ear.

As he watched his opponent concede his senatorial seat, he felt as though he was fulfilling his destiny.

"Daddy!"

Kelly turned just in time to catch his small daughter in his arms as she ran up to him.

"Sarah! What do you think, honey? Your old man's a senator!"

"You were on TV!"

"I'll be on TV quite a bit now. Where's your mom?"

"She's getting a drink."

"Big surprise." Kelly muttered.

"Huh?"

"Nothing, sweetheart. Why don't you go find her?"

As Sarah ran off, Henry Gyrich quickly took her place. "Sir."

"Henry," Kelly gave his campaign manager at pat on the back, "why aren't you celebrating?"

"I'd love to, sir, but I'm afraid there's a problem." Gyrich quickly looked around before leaning in closer. "He's here."

Kelly's brow furrowed. "Were not supposed to meet with him until next week."

"I know, but he said that if you don't go and talk with him, he's coming out here. Sir, that would be very..."

"I know, Henry! Alright, you stay here and keep everyone happy. Tell them I went to...pray."

"Oh, pray. I like that."

The newly elected senator exited the main hall and stepped into a side office. He walked right to a small bar and picked up a bottle of wine.

"Drink?" Kelly looked across the room to a man in a trench coat sitting on a small couch.

"I don't drink."

"I see." The senator poured himself a glass and made his way to his guest. "We weren't scheduled to meet until next week. May I ask what you're doing here?"

"I don't feel the need to explain myself to you, Mister, excuse me, Senator Kelly. Congratulations, by the way"

"Thank you. I couldn't have done it without you. Wait a minute. You didn't have anything to do with it. Even before I got myself elected, I called in favors to get your legislation passed. You didn't have anything to do with that either."

Kelly's guest merely narrowed his eyes.

"I have been risking quite a bit for this project of yours. I suppose it is foolish of me to expect you to explain anything. Like what exactly you are going to contribute to this endeavor and when."

"I am well aware of all you've done. I assure you that my contributions will be vital."

"You'll forgive me if I don't get too excited."

"You will." The man reached into his coat and retrieved a disc. "Here. Watch it."

Kelly took the disc and eyed it for a moment. "What is it?"

"My contribution."

The senator cocked an eyebrow, but rose and took the disc to a nearby computer.

As a video file began to play, he immediately recognized a few faces. "What is this?"

"Surveillance footage from a former headquarters of mine. See anyone you know?"

Kelly's gaze remained locked on the screen. "Yes. Those are the damned mutants that attacked city hall. I certainly hope that those soldiers aren't all you bring to the table."

"Not even close." The man smirked as he watched Kelly's eyes widen. "Ah. The main event has begun."

"What...what is that thing?"

"It's called a Sentinel."

Kelly continued to stare at the screen in fascination. "Where did it come from?"

"That's not important. What matters is that it's not the only one."

The senator finally looked up from the computer. "There are more of them? How many?"

"Only a few, but there will be more. As you can imagine, their production is both expensive and time consuming. Now, if you are convinced that I have the means to fulfill my end of the bargain, perhaps you should give me the progress report that I came for."

"Yes, of course." Kelly stepped back over to where his guest still sat. "The formation of the MCA will be officially announced within the week. The headquarters is already being built."

"Excellent." The man suppressed a smirk as he detected the assertiveness and confidence that had existed in Kelly's demeanor earlier dissipate.

He had been reminded who was in control.

"However, the few legislators that I showed your, shall we say, more 'aggressive' program, felt that it was excessive to the point of criminality."

"I expected as much. All things considered," He stood and stepped toward the door, "Project: Wideawake is coming along nicely."

"Colonel."

The man stopped and turned back to the senator.

"I apologize for doubting you."

"Just do your job and stop worrying about mine."

After Colonel Daniel Rossman left the room, Kelly returned to the computer.

As he watched the video again, the senator cursed himself for allowing Rossman to intimidate him. He knew the colonel was a dangerous man, but that was no excuse.

He provided Rossman and his associates with an indispensable service. He would have to make them treat him as an equal and not a subordinate.

Or perhaps better yet; he should be calling the shots.

After all, he was the one with the seat of power.

When the video ended, he snapped the disc in two and tossed it in a nearby trash can on his way out of the room.

If Kelly hadn't been so preoccupied, he may have noticed that the picture of his daughter was missing from his desk.

-X-

A loud knock on the door of his study shook Professor Xavier from his thoughts. "Come in."

Bobby Drake swung open the door. "Hey, you wanted to...why's it so dark in here?"

"My apologies." Xavier used a remote control to raise the lights and turned to face his student.

"Wow, you look like crap."

"Thank you. Have a seat."

The young mutant sat in front of the desk as his mentor placed his hand on his chin.

"I understand there was a slight incident at school today."

"Was there?"

"Yes. I believe it involved a mysterious patch of ice."

Drake pounded his fist on the arm of the chair. "Damn climate change."

"Indeed. A young man slipped on this patch of ice, to his great embarrassment. What catches my attention is that witnesses claim that you were having a disagreement with said young man just moments before."

"Weird."

"Enough, Bobby. Do you think I would have called you here if I didn't already know it was you?"

"Of course you knew it was me. Who else would it have been?"

"I suppose you have an explanation."

Drake seemed to consider his words carefully. After a few moments, he appeared satisfied with his selection.

"That guy is a total jackass."

Xavier shook his head. "This isn't a joke. You used your powers at school! I warned you all months ago that such occurrences would not be tolerated!"

Iceman hung his head slightly, but he continued to look his teacher in the eye.

"To make things worse, you used your powers to take advantage of someone else! That goes against everything we stand for!"

"I made a guy fall on his ass! What the hell does that have to do with what we stand for?!"

"Do you have any idea what kind of hypocrite you...you..." Xavier's voice trailed off as he noticed his students incredulous stare.

He had barely noticed how agitated he had become. His pulse had quickened and a few beads of sweat had formed on his brow.

"Hey, you alright?"

"Y-yes. Yes, I'm fine. I didn't mean to yell. I apologize."

"Ok, fine. I shouldn't have used my powers at school, but it was just some stupid prank." Bobby noticed that Xavier was not even listening. "Hello?"

The professor blinked as he looked up. "I can't deal with this now. Just don't do it again."

He turned and looked away from his student.

"You serious? That's it?"

When no response came, Bobby rose and slowly walked toward the door. Just before he opened it, he turned back.

"Is this some kinda trick?"

"Leave." The professor's voice was surprisingly cold.

Iceman simply shrugged and left the room.

Now alone, Xavier reached into his desk drawer and pulled out a bottle of scotch and a glass.

After quickly taking a drink, the mutant closed his eyes.

It had been three weeks since Jean had nearly been consumed by that 'thing' growing in her mind.

Three weeks since she nearly killed Duncan Mitchell.

Three weeks since she nearly broke Storm's hand.

Three weeks since he committed the most egregious sin he could imagine.

Sleep had been hard to find since then. His contact with his students, especially Scott and Ororo, had been as scarce as it had ever been.

As he poured another drink, he considered the consequences of his actions.

What if they found out? They would never trust him again and rightfully so.

Xavier raised his fresh glass of scotch to his lips, but stopped himself from drinking it.

"_Enough of this._" He thought as he sat the glass back down. "_They will not find out. They cannot find out._"

-X-

"And so that is how we are able to connect the power supply to the..."

Dr. Henry 'Hank' McCoy took note that his student was paying very little attention, if any at all. "Are you listening to me?"

"Huh?" Kitty Pryde looked up from the piece of paper she was scribbling on. "Yea. You said something about...something."

"Learning advanced engineering requires focus and attentiveness. You seem a bit preoccupied. Is there anything you'd like to get of your chest before we continue?"

"Well, actually," Kitty hesitated for a moment. "I have this friend."

McCoy couldn't stop his eyes from rolling. "Oh, boy." He muttered.

"She recently broke up with her boyfriend of several months. They decided to be friends, but now she, my friend that is, isn't sure she's over him."

"How unfortunate for...her."

"It gets worse. She doesn't think her ex-boyfriend is interested in getting back together. He thinks that she settled for him, but she didn't. So, now she..."

"Your friend." McCoy interjected with a nod.

"Yea. Now she doesn't really know what to do. What would you tell her?"

"Well, I would start by suggesting that she positively ascertain whether or not she truly wants to be with this young man."

"Uh-huh. She does."

"Ok. Then I suppose I would ask her if her desire to reunite with him had anything to do with her fear of being alone?"

Kitty narrowed her eyes and spoke slowly. "She is not afraid of being alone!"

"Is she sure about that?"

"Yes, and honestly she said she's getting tired of the accusations from some intellectual pinhead!"

McCoy only raised an eyebrow.

Kitty shook her head. "She didn't mean that."

"Of course, she didn't. Tell me, how old was she when her father left?"

As Kitty's eyes widened, McCoy gave her a compassionate gaze.

The young mutant hung her head. "6."

"And how many years did she watch her mother being miserable and alone?"

"7."

"She doesn't think that such an experience could lead to fear of a similar fate?"

Kitty sat very still for a few moments before responding. "She doesn't know."

"She needs to be sure, Kitty."

McCoy walked over and sat down next to his pupil.

"She owes it to him and to herself to figure out what she really wants. Her ex-boyfriend, I'm guessing here, may not act like he was hurt by the realization that she settled for him, but I would imagine he was. If your friend convinces him to take her back and then she realizes that he was right all along, he won't be the only one that will have a hard time forgiving her."

"Yea, I guess. You do know I'm talking about me and Bobby, right?"

The elder mutant let out a sigh as he shook his head. "Yes...it was a good try though."

As McCoy rose and walked across the room, Storm entered. "Hey. What's up?"

"Kitty and I were having a conversation about engineering. Perhaps we should call it a day."

Shadowcat scooped up her things. "Ok. Thanks, Dr. McCoy. You're the best."

"I try."

After Kitty left, Ororo leaned against the wall near McCoy. "Ok, out with it. What were you guys really talking about?"

"I'm afraid that is confidential."

"Oh, come on. You can tell me. I'm good at keeping secrets."

McCoy turned to face her. "So I've noticed."

The two stared at one another for a moment before Storm threw her arms around his neck and they kissed.

After a few moments, McCoy pulled away.

"What's the matter?"

"Forgive me, Ororo, but I still find this rather awkward. I mean, the age difference..."

"I'm eighteen, Hank. That's the only age that matters."

"I turned eighteen twenty years ago. Thus, making me old enough to be your young and woefully unprepared father."

"Hey, I never knew my actual date of birth. The professor said his psychic estimation could be as much as two years off. I could be twenty."

"Or sixteen." McCoy walked away from her and paced the room.

"Why are you making this so complicated?"

"Because it is complicated."

"No it's not." Storm placed her hands on his shoulders to stop him from pacing. "I'm attracted to you, you're attracted to me. It's our most basic human instinct."

"We're not human."

"Hank." Storm put her arms back around his neck. "Don't fight this. We like each other and that should be enough to bridge our differences. Age or otherwise."

McCoy nodded and placed his hands on her hips. "I suppose you're right. After all, how many opportunities does someone like me have with someone like you. I should probably be shouting from the rooftops."

"So does that mean you want to tell people about us?"

"Oh, God, no."

Storm raised an eyebrow.

"W-well, of course. I mean, eventually. I mean, not that there is any reason for me to be ashamed of you, nor you me. Well, maybe you me. I mean, given the..."

"Oh, shut up."

The two engaged in a deep kiss once again.

-X-

Rogue and Colossus exited the cab and walked toward the institute.

"Ya didn't have to wait fer me after school."

"It was nothing, Rogue."

"I get detention a lot, so I wouldn't make a habit of it. You'll spend all yer time waitin'."

Peter Rasputin simply shrugged. "There are worse ways for me to spend time. Doesn't Professor Xavier get angry when you get detention?"

"Normally, but he's got bigger things on his mind."

"Bigger things? What do you mean?"

Rogue stopped and turned to her colleague. "You haven't noticed him lockin' himself in his study?"

"Well, yes, I suppose he has."

"That ain't all either. McCoy's hidin' somethin'."

"That, I had not noticed. What do you think it is?"

"I'm not sure. He's just been lookin' kinda guilty lately."

"You think the two things could be related?"

"Damn straight."

"Are you going to say something to them?"

"Not yet, but I'm keepin' my eyes and ears open. You better do tha same."

"I don't know if I like the idea of being suspicious all of the time." Peter said as the duo resumed walking.

"Well, you can do whatever you want. I'm gonna be ready."

"Ready for what? These people are friends, Rogue. Practically family."

"I knew some people that were 'practically' family once," She stopped in front of the door and looked him in the eye "and believe you me, I wish I'd kept a closer eye on those sons-a-bitches."

-X-

Daniel Rossman watched as thousands upon thousands of small metal pieces slowly became a deadly machine.

He stood atop a catwalk high above the once automotive factory, now Sentinel factory.

Sentinel 0004 was nearly complete. The process was slow, but things were going well.

"Colonel!"

Too well, apparently.

Rossman glanced down the walkway to see Professor Bolivar Trask walking towards him.

Two armed guards followed close behind. The concerned looks on their faces told the colonel that he would not like this conversation.

"Colonel, have you seen this?" Trask waved a file folder in his hand.

Rossman remained calm despite his irritation. "Of course I have. You got it from my desk, did you not?"

"Well...yes. The door was open." An ice cold glare told Trask to get to the point. "This 'MCA' of your's is useless! According to these files, it will be so bogged down in bureaucratic red tape that it will ultimately accomplish nothing!"

The colonel's expression didn't change. "And?"

Trask couldn't hide his frustration. He looked at the documents in his hands and then back at Rossman. "Colonel, I have been perfectly satisfied with our arrangement thus far. I supply the technology, you supply the plan. However, I'm in this as deep as you are, if not deeper. I deserve to know what's going on."

"So you're tired of being behind the scenes and you want to step up to the front lines, eh?"

"I suppose you could put it that way."

"Well, that, Professor, is a great idea. Here," Rossman reached into his pocket and pulled out a small picture frame. "take a look."

Trask studied the picture for a moment. "Who is this?"

"Sarah Kelly."

"Kelly? As in..."

"Senator Robert Kelly. Yes."

The professor wiped a few beads of sweat from his forehead. "What exactly does she have to do with this?"

"Kelly is going to become a problem. He's already getting cocky. Once he actually sits down in that congressional seat, his ego will override his judgment."

Trask swallowed hard. "Again, what does she have to do with this?"

"We need to make certain that Senator Kelly does as he's told. That's why, should it be necessary, you will apprehend his daughter."

Trask dropped the picture. "Me?!"

"You are ready for the front lines aren't you, Trask?"

The professor wiped more sweat from his brow before kneeling down and picking up Sarah's picture. He gave it one more look before handing it back to Rossman.

"Point taken, Colonel."

"Don't have the stomach for it? Too bad. Why don't you just make sure that one of the Sentinels is ready to deploy."

As Trask grumbled and walked away, Rossman allowed himself a self-satisfactory smirk. Two potential uprisings in two days, both quelled. He was on a roll.

"Baker!"

One of the guards stepped forward. "Sir!"

"Find this girl." He handed Baker the picture. "Stay on her and be ready to bring her in at a moments notice."

"Yes, sir."

As he was left alone once more, Rossman turned his attention back to the sentinels.

It wouldn't be long now.

-X-

Jean's hand was poised to knock on the door to Professor Xavier's study.

The fact that she was hesitating was a testament to how awkward things had been over the past few weeks.

Normally, Professor Xavier had an open door policy. Things had changed significantly.

After almost a full minute, she finally just opened the door.

The study was dead quiet save the ticking of a grandfather clock. Xavier sat behind his desk with his back to the door.

Just as Jean considered slipping back out, Xavier spoke. "Is there something you need?"

"Umm. I just wanted to talk to you."

"Now is not the best time, my dear."

"Ok. Sorry." Jean turned to leave, but stopped herself. "Professor. I'm not leaving until we talk."

Xavier's chair turned to face her. "I see. Well, I suppose I have no choice. What would you like to talk about?"

"I'm worried about you, Professor. We all are. You've barely even spoken to us in weeks."

"It's nothing for you, or any of the others, to concern yourselves with."

"I disagree. Look, you have done more for us than we could ever repay. It's not a one-way street. We want to help you if we can."

Xavier wheeled around to the front on his desk and took his prize student's hand. "Oh, Jean. If only you could, but I'm afraid this is something I must bare alone."

"Why?"

Looking into Jean's compassionate eyes actually made Charles Xavier feel a small bit better. If there was one person in this world who was worth protecting, no matter the cost, it was her.

For a few moments at least, his transgressions seemed worth it.

"Just trust me, Jean. You have already done more than enough."

The young telepath didn't seem to understand, but before she could question him further, a familiar voice interrupted.

"Professor?" Jean and Xavier looked to the door as Scott Summers entered. "I'm back, sir."

"Ah, Scott. How was Alaska?"

"Cold. I wasn't interrupting, was I?"

"Not at all. Jean and I we're merely discussing..." Xavier's voice trailed off as his eyes narrowed.

Jean placed a hand on his shoulder. "Is something wrong?"

"In all likelihood. Scott, would you get the door, please."

"The front door?"

Xavier only nodded.

Cyclops exited the room and made his way down the stairs. Iceman crossed his path.

"Hey, S-Man. When'd you get..."

"Come with me."

"Nice to see you too."

The duo came to a stop in front of the door. Summers looked to his teammate. "Be ready."

Drake clinched his fist and it began to be covered in a thick layer of ice.

After a second's hesitation, Summers threw open the door.

Iceman's eyes widened as the ice quickly dissipated from his hand. "Holy freaking God!"

For a few moments, Cyclops could only stare at the shapely blonde woman who stood before him.

"Emma Frost?"

"Well, well. If it isn't Scott Summers." The woman brushed a few strands of hair from in front of her face. "Aren't you going to invite me in?"


	2. Part Two

**X-Men: Alpha**

**Episode VI**

**Cross-town Rivals**

**Part II**

_**3 ½ Years Ago...**_

Jean struggled to stack the heavy crates. Every time she was close to stacking all eight, they would tumble.

She sat in the middle of the Danger Room. Sweat was beading on her forehead. Her telekinesis was still at a raw stage of it's development and even a simple exercise required absolute focus.

A pair of eyes searing a hole in her wasn't helping.

Emma Frost paced back and forth impatiently.

With only one crate left, Jean's concentration began to slip. The stack leaned as it came dangerously close to toppling.

Finally, after the psychic used every once of energy she had, the crates came crashing down.

One of them slid across the floor and came to rest at Emma's feet.

The teacher looked down at the object and then raised her eyes to her student. Her cold glare sent a shiver down Jean's spine.

"Are you incompetent?"

"I-It's hard. I'm doing the best I can."

Frost let out a quick chuckle. "The best you can? Are you serious? You must be more pathetic than I thought."

Jean hung her head. She felt like she wanted to cry.

"Are you about to cry?"

"No."

"My God, girl. You are by far the single most pitiful excuse for a..."

"Emma!"

Frost looked over her shoulder as Professor Xavier and Scott Summers entered the room.

Summers immediately knelt down beside Jean. "Are you alright?"

"Scott, perhaps the two of you should give us a moment."

"Yes, sir. Come on, Jean."

As the two left the room, Xavier leveled a glare at his associate.

"Something the matter, Charles?"

"I've found someone to teach the students academically. He's a triple PhD from Illinois."

"That's nice, Charles, but hardly a reason to interrupt my session. What do you really want?"

"He's coming to take my job and I will be taking yours."

Frost raised an eyebrow. "Oh, really. If I didn't know any better I'd think you we're getting rid of me."

"I am."

"I see. I deserve an explanation."

"You don't have the right temperament to teach. You are far too impatient and demanding."

Frost rolled her eyes. "Drop the facade, Charles. You don't like how I treat your little pet."

"Indeed I do not. Nonetheless, my point is valid. You aren't right for this task."

"They have to be pushed. Especially Jean."

"You aren't pushing Jean for her benefit. You're doing it because you want to break her."

"And? Wouldn't you like to know whether she will quit on you at the first sign of adversity? I'm doing you a favor."

"This isn't a boot camp, Emma. She needs a teacher who understands her limitations."

"She needs a teacher who won't baby her!"

"Enough." The Professor cut her off as her voice rose. "I've made my decision."

"Fine! Coddle them, hold their hands, wipe their noses, and when the time comes for them stand on their own, they will crumble!"

Frost stomped out of the room.

As he sat alone, Xavier hoped he handled the situation correctly.

The last thing he needed was another enemy.

-X-

"Well." Emma tapped her foot on the concrete outside the door. "May I come in?"

"I'm going to have to say no."

Iceman pushed Cyclops out of the way. "Nevermind him. I'm Bobby Drake and I'm sure I'm not the first person to tell you that you are the hottest woman I have ever seen."

Frost merely smirked. "I know who you are and no you're not."

"Bobby," Summers pulled his friend away from the door, "just relax, will you."

Emma seized the moment and stepped into the institute. "Thank you. I'd love to come in."

"We didn't say you..."

"It's alright, Scott." Xavier, with Jean following, entered the foyer. "Hello, Emma. You look well."

"By 'well', I'll assume you mean gorgeous." Frost glanced to Xavier's companion. "Hello, Jean. Still here are you?"

Jean narrowed her eyes. "No thanks to you."

"Indeed."

"What's goin' on?" Rogue, Storm and Colossus stepped in from the hallway.

Cyclops turned to them. "We have a visitor. Don't look directly into her eyes."

"Well, you don't have to worry about Mr. Drake, Scott. His eyes haven't come anywhere near mine since I walked in the door."

Bobby looked up from Emma's chest. "Huh? What?"

"Bobby." Xavier glared at his student. "Kindly stop gawking."

"Sorry."

"Thank you, Charles. I was hoping we could talk for a moment."

"Of course, but perhaps we should wait for your friends."

Jean glanced toward her teacher. "Friends? What are...?"

A loud knocking on the door cut her off.

"I can't put anything past you, can I Charles?" Frost smirked. "Scott, perhaps you should get the door. You might see something that interests you."

Summers cast an uneasy glance toward Xavier. The elder mutant nodded.

Cyclops stepped to the door and cautiously opened it.

He couldn't stop his mouth from falling open.

Glaring at him from just outside the door was a tall, blonde young man.

"Alex? What are you doing here?"

"Waiting for you to get out of the way."

As Scott took a few steps back, Alex was followed in by five others, who quickly filled in behind him.

"Well," Frost wore a self-satisfied grin "I suppose introductions are in order. Allow me, X-Men, to introduce you to the inaugural class of the Frost Academy; Alex Summers, also called Havok."

Scott and Alex continued to glare at one another as Storm spoke. "Summers? As in...?"

"Yes," Scott finally broke his gaze "my brother."

Jean raised an eyebrow. "Why haven't you ever mentioned him?"

"It's complicated."

"Ahem." Emma interrupted. "If you don't mind, I was in the middle of something. This young lady is Lorna Dane, whom we call Polaris."

Polaris eyed the X-Men with a cold glare. However, she quickly noticed that they were far more interested in her green hair and eyebrows.

"Here we have Sam Guthrie or Cannonball."

Unlike his allies, Guthrie regarded the group with a warm smile. "Hey, y'all."

"This is Jubilation Lee or Jubilee for short."

Jubilee blew and popped a bubble with her chewing gum. She scanned the room from over the top of colored sunglasses.

"Then you have Jamie Madrox, the Multiple Man."

Madrox dipped into an exaggerated, and somewhat mocking, bow. "Greetings, my lords and ladies."

"And finally you have..." Frost glanced toward the final member of her group.

The muscular yet lanky young man looked back with nervous eyes.

"...Curtis. Just Curtis."

The young man sighed in relief.

"Collectively, they are called; Generation X."

An uncomfortable silence was all that followed as the two groups scanned one another.

Neither side showed the slightest hint of intimidation.

After a few moments, the quiet was interrupted by Kitty trotting down the stairs.

"Hey. Have any of you guys seen my phone? I thought I left it in the..." Shadowcat noted the gathering in the foyer "oh...hello."

A gasp from the other side of the room caught Storm's attention. She glanced over to see Curtis staring at Kitty.

Her eyes narrowed as Curtis turned his head away when Kitty looked his direction.

Seemingly satisfied with the introductions, Emma spoke. "Well, now, you kids play nice while Charles and I talk."

"Agreed. X-Men; try not to stir up any trouble."

Bobby let out a quick laugh. "Who, us?"

Emma shook her head. "May I show you how to command a team, Charles? Generation X!"

Frost's group immediately turned their attention to her.

"If any one of you steps out of line, there will be hell to pay. Are we clear?"

In unison, Generation X responded. "Yes, Miss Frost."

Emma wore a smug expression when she turned back to Xavier. "There, you see? That is discipline. Shall we?"

The two teachers exited into a side room.

As soon as the door closed, Bobby mimed using a whip. "Wha-pish! Wha-pish! Whipped!"

Cyclops glanced his direction. "Bobby."

"No, no. It's cool." Multiple Man interjected. "So these are some pretty posh digs. Are you guys mutant freedom fighters or the new cast of 'The Real World'?"

"Ha! Ha!" Guthrie smacked his friend on the back. "You kill me, Madrox!"

"Wow." Bobby returned. "You still watch MTV? How incredibly pathetic."

"Bobby! Knock it off!" Scott glared at his teammate before returning his gaze to his brother. "Alex, I think we need to talk."

"I don't think so."

"I can understand your reluctance..."

"I have absolutely no desire to talk to you. So, don't say another word to me."

"Listen, Alex..."

The younger Summers clinched his fist and held it between the two of them.

Bright rings of white energy emanated from it. A pale glow reflected back at him from his brother's glasses.

"What did I just say?"

Rogue stepped up next to Cyclops. "I think you said 'somebody please whip my ass'!"

Scott turned to her. "It's alright, Rogue. Forget about it."

"No, it ain't alright! I'll be damned if these punks are gonna walk in her and..."

"Just let it go."

As Havok relaxed his hand, the energy dissipated.

While the majority of the room focused on the altercation, Storm pulled Bobby aside.

"Hey, check out Curtis over there."

Iceman eyed the nervous looking mutant. "Twitchy isn't he."

"Not that. Look at that thing on his arm."

Storm referred to a bizarre device that was strapped to his wrist.

"Cool watch."

"You think so? It's not missing something?"

"Like?"

"Oh, I don't know, a clock of some kind."

"So, it's not a watch. Who cares?"

"It could be a weapon or a bomb."

"Oh, fine. I'll deal with it."

"Wait!"

Storm's objection came too late as Bobby walked across the room to Curtis. "Hey, bro, what's up?"

Curtis only looked at him for a moment before speaking very slowly. "Hello. Not much is going on."

Iceman raised an eyebrow at Curtis' lethargic speech. "Right. Allow me to introduce myself. I'm Bobby Drake."

The lanky mutant's eyes widened. "Your Bobby?!"

"Yeah. That would explain what I just said. Anyhow, I was admiring your kick-ass watch. You mind if I take a look at that?"

Curtis glanced down at the device on his wrist. "I am sorry, but it is very expensive. I promised I would not allow anyone to touch it."

Movement caught Bobby's eye. He glanced down and saw something moving around inside Curtis' pant leg.

_No two ways about it_, he thought, _this guy's up to something._

"I understand. Well, I guess I'll just..." Without warning, Iceman's palm flew open and a burst of white frost shot forward.

The frost struck the device and immediately covered it in a layer of ice.

Curtis' surprised yelp drew the attention of the rest of the room. The mutant waved his arm in a frantic, yet futile, attempt to shake off the ice.

Scott stepped up to Bobby. "What did you do?"

"What makes you think it was me?"

"It's always you."

Finally, Curtis struck the wall and the ice shattered. He quickly brushed away the last remaining shards and then checked his 'watch'.

It was frozen solid.

As he examined the device, Curtis noticed his skin ripple like water.

"Oh no!" He shook and thumped the contraption.

The others in the room looked on in confusion as Curtis' appearance began to alter and fluctuate.

Curtis covered his face with his hands as the bizarre shifting ceased.

After a collection of gasps from the onlookers, he slowly removed his blue, three-fingered hands.

Multiple Man shrugged. "Well, I guess the cat's outta the bag."

Yellow eyes scanned the room and observed the stunned looks of the X-Men and the irritated looks of Generation X.

Finally, they met a pair incredulous brown eyes.

Kitty stared back, seemingly unsure of what to say.

Finally, a word came to her. "Kurt?"

"Kurt?!" The X-Men's response was almost in unison.

Bobby looked the slender mutant over. "Your Kurt?!"

A weak smile crossed Wagner's face. He no longer bothered hiding his accent. "Guten tag."

Kitty ran across the room and threw her arms around his neck. "I thought you were dead."

"Nein. Zings did look bleak for a vhile zough."

"I can't believe this! How did you escape?"

-X-

_**Several Weeks Earlier...**_

Kurt Wagner walked down the metal hallway.

Anti-Mutants were in front of and behind him. Colonel Daniel Rossman walked along side.

Heavy metal restraints virtually neutralized his natural athleticism and agility.

"Looked like I was interrupting something, Wagner."

The mutant cast him a sidelong glance.

"Allow me to go ahead and tell you that any attempts to escape will result in something very, very bad happening to her."

Wagner's eyes softened. "I pity you, Rossman."

The colonel smirked. "Is that right?"

"Somezing terrible must have happened to you to create such reckless hatred. I hope you can find peace one day."

Rossman only chuckled. "An odd way to use your last words, but very well. Here we are."

The group stopped in front of a large pair of metal doors. Kurt couldn't stop himself from swallowing hard as the double doors opened.

Rossman's men removed Kurt's restraints and threw him into the room.

"Have fun, Mr. Wagner."

The colonel's taunting comment was cut off as the doors closed and sealed shut.

Wagner was surrounded by pitch darkness. After what felt like several minutes, machines began to come to life.

The hissing of hydraulics and the hum of electricity alerted the mutant that something was happening.

And no matter what it was...

...it was not good for him.

Suddenly, it was quiet again.

Still unable to see anything, Kurt slowly walked further into the room. Before he had even taken three steps, two bright yellow lights activated from far above him.

"_Strange,"_ he thought to himself _"they look almost like...like..._

_...eyes."_

Without warning, the room was flooded with light.

Kurt's mouth fell open as he beheld a towering machine. The mutant turned to run, but quickly found that there was nowhere to go.

He was trapped with the three-story tall robot.

Only one chance remained. It was incredibly risky, but he was terrified enough to do anything to get away.

As the behemoth raised it's palm and pointed it at it's target, Wagner concentrated.

Yet, he knew that blind luck, not focus, was the only thing that could save him now.

Bright yellow energy burst from the robot's palm and streamed toward him.

Kurt prayed and then disappeared in a burst of black smoke.

A split second later, a hard metal wall slammed into him. He fell in a heap onto a dirty metal floor.

Kurt shook off the dizziness and looked around. He was once again in a room of total darkness, only this time he was moving.

The German fumbled around for a moment before he found something on the floor.

"Lobgott!" He cheered in his native tongue. "A flashlight!"

Kurt turned on the light and examined his surroundings. The room had metal walls and floors and he shared it with dozens of boxes.

He was in the cargo trailer of an 18 wheeler.

Upon the realization, he fell to his knees and prayed again. He felt that a blind jump that resulted in a safe, however painful, landing into a moving vehicle could have only been a miracle.

-X-

"So, ze truck stopped in Boston and zat is vhen I left and I soon met Miss Frost and she gave me a place to stay."

Kitty hung on every word of his tale. "You can teleport? Why didn't you just teleport out of that tube?"

"Ze same reason you did not valk out."

"Oh, right."

Bobby had heard enough. "Hold on, pal. That doesn't explain everything. What is that thing?"

Wagner looked down at the dead gadget on his wrist. "Oh. Zis is an image inducer. Miss Frost gave it to me. It allows me to hide my appearance."

"Why were you hiding?" Kitty asked. "You didn't even say anything to me when I got here."

The German hung his head. "I...I vas not sure I could face you. I have been struggling vith my guilt."

"Guilt? What do you mean?"

"I vanted to go back for you, but I vas too afraid. I knew zat Rossman would do somezing terrible to you if I escaped, but I did it anyway. I am so ashamed."

Kitty responded with a warm smile. "Kurt, you had to get out when you had the chance. And if you had gone back in there after you escaped, I would have kicked your ass myself. Besides, my friends came for me just like I said they would."

Wagner raised his head to face her. The two gazed at one another until Bobby forced his way in between them.

"That's not everything! If you brought that thing to hide from her, then you knew she lived here! How?"

"Miss Frost told me. She..."

"Wagner!" Havok shot him a hard glare.

"Sorry."

Nearby, Storm put her hand of Cyclops shoulder. "Scott, these guys seem to know a lot about us. Maybe we should huddle up and figure out what we know about them."

"Good idea. X-Men; let's step into the dining room." Cyclops gave Generation X a stern look. "Don't touch anything. Any of you."

Bobby put his hands on Kitty's shoulders and lead her toward the exit. "You heard the man, Kitty. Let's go."

"I'll be back in a minute, Kurt." She called back before swiping Bobby's arms away and glaring at him. "What is your problem?! Stop being such a jerk!"

As Kitty stormed away, Bobby noticed Rogue leaning against the wall smirking.

"And just what the hell is so amusing?"

"Nothin'. 'Less you consider the fact that Kitty was gonna ditch you fer a fuzzy blue elf amusing."

"If you had any idea what you were talking about, you would know that I broke up with her."

"Because she was gonna ditch you fer a fuzzy blue elf."

Bobby pointed and opened his mouth to say something, but nothing came. Frustrated, he stomped away as Rogue's smirk widened into a grin.

-X-

In the dining room, the X-Men gathered around a long table.

Summers sat at the head as his allies found their seats. "Ok, guys. Storm has made an excellent point. Generation X seems to know a lot about us. Emma knew who Bobby was despite the fact that she left the Institute months before he arrived. She also told Kurt that Kitty lived here."

"She's obviously been keeping tabs on us." Jean added.

"Agreed. We need to try and figure out what, if anything, we know about them."

"Well, one of them is your brother. You've got to know something about him."

"You'd think so, Storm. Truthfully, I didn't even know he was a mutant."

Cyclops noted the surprised looks on his team's faces.

"Like I said; it's complicated."

Peter spoke up. "I must admit, there is something about this I do not understand. If this Frost woman only wanted to speak to the professor, why did she bring them with her?"

"They're a threat."

Colossus looked to Rogue. "What do you mean?"

"They're her way of tellin' Xavier that if he ain't too open to what she's gotta say, there's gonna be trouble."

"She's right." Scott acknowledged. "Which is why we need to be prepared for a possible confrontation. We need to know what they can do."

"How?" Kitty wondered.

"Well," Cyclops stopped and thought for a second. "What about their names? Maybe their code-names are derived from their powers. Like ours."

"Mine's not." Said Rogue.

"Mine neither." Said Shadowcat.

"Or mine." Said Marvel Girl. "Or yours."

Colossus thought for a moment. "You know, I've always wondered about whether mine was..."

"Ok!" Summers interrupted. "Forget it!"

"You've still got me, S-Man."

"Shut up, Bobby. Alright, we know nothing about them."

"What's to know? They're pretty much a bargain basement version of us."

"Kitty's right, Scott." Jean agreed. "It's almost creepy how alike we are. We're both lead by a Summers, we both have 'X's in our names and we're both taught at special schools."

Bobby chimed in. "And we both have hotties with bizarre hair colors."

Storm slammed her hand down on the table. "There is nothing bizarre about my hair!"

"It's totally white! Your eighteen! That's not normal!"

Rogue sighed. "Are we done?"

Scott rubbed his temples. "We might as well be. It's not like we're accomplishing anything."

"Well, let's just hope they ain't either."

"What do you mean?"

"You don't think they're havin' this exact same conversation?"

-X-

"I don't care what Miss Frost said," Madrox and his allies gathered together to the side of the foyer "that Russian is not six five. He's easily six eight or nine."

Alex shot him a stern look. "If you ever paid attention to what she says, you would know that she said he was six seven."

"Does the fact that they got us outnumbered bother anybody else?"

"Oh, please, Sam." Polaris scoffed. "There's a few of them we shouldn't even count."

"Yeah. Like that chick that can walk through walls. 'Oh! Look out! She's walking through a door!'. Real scary." Multiple Man noticed Wagner's scathing glare. "Oh. Sorry, dude."

"I don't understand vhy ve have to be so prepared to fight zem."

"Because," Jubilee leaned back in a chair and propped up her feet. "if Miss Frost is right, and she always is, then Xavier isn't gonna go for her plan. Which means there's gonna be a fight."

"And you'd better be ready for that, Wagner."

Kurt met Havok's glare. "Do not vorry about me. I vill do as Miss Frost asks."

Polaris broke the tension. "Regardless, these X-Men are exactly what Miss Frost said they were. There's nothing they can do to surprise us."

Just then, the front door to the Institute swung open.

A pair of dirty boots stomped into the foyer. Smoke billowed from a cigar and wild black hair was partially held in place by a bandanna.

Madrox raised an eyebrow. "Who the hell is this guy?"

Hard, cold eyes turned to Generation X. "The less you know about me the better, bub."

"Wolverine?"

Logan looked across the room as Cyclops stepped in.

"That's it. I'm never opening that door again."

-X-

Emma stirred her tea as she admired the artwork in Professor Xavier's office.

"This one is quite lovely, Charles." She turned to face him. "Alas, it's a reprint. So sorry."

"That's quite alright. My art budget is not particularly large. Now, if we may get down to business. I don't know how long we should leave our students unsupervised."

"My students will be fine. Your collection of rejects on the other hand..."

"I believe you had a reason for wanting to speak with me."

"Yes, of course." She took a seat. "The United States government has finally decided to get into the game."

"I'm afraid I don't follow."

"Within the next few days, the government will be announcing the formation of the Mutant Control Agency."

"Mutant Control Agency? I hadn't heard anything about that."

"That's because they haven't gone public with it yet, but I have inside sources."

"What exactly would this agency do?"

"Just look at the name, Charles. They think we need to be controlled like we're some kind of vermin. That, of course, will not stand."

"Let's not jump to conclusions, Emma. This may well be a problem, but you don't want to act hastily."

"Better than not acting at all, which I'm sure would be your suggestion if I were asking."

"If your not asking my suggestion, then what do you want?"

Frost sat her cup of tea to the side. "I want your students."

Xavier's eyebrows arched. "Excuse me?"

"Well, not all of them. Allow me to explain. I have the utmost confidence in my students, but their numbers are limited. I'm going to need some help."

"I see. And what is it exactly you plan to do?"

"Fight the good fight, Charles. Let humanity know that we will not stand idly by while they hatch government plots against us."

"And dealing with this Mutant Control Agency would be your first step?"

"Precisely. Tearing down their headquarters will show them that we will not tolerate this."

"Their headquarters?"

"Yes. It's still being built. Striking now will eliminate, or at least limit, the number of human injuries."

"And you need my students for this?"

"Your X-Men are a little rough around the edges, but I could shape them into a well-oiled machine like Generation X. You see, according to my research, you have only two worthwhile students; Scott and the one you call Storm."

"What exactly is wrong with the others?"

Emma rolled her eyes. "Oh, please. Iceman is a fool, Shadowcat is a weakling, Rogue is a time bomb, Colossus is a pacifist, and Jean...well, you know what I think about her."

"Very concise. May I ask how you have managed to keep such a close watch on them?"

"Now, now, Charles. A lady never tells."

Xavier's eyes narrowed. "Have you been reading their minds?"

A sly smile crossed her face. "Charles! I'm hurt!"

"Emma, listen carefully." The professor's eyes turned cold as ice. "Do not ever enter their minds again. This is your only warning."

The look in Xavier's eyes was unmistakable. Emma knew that when he meant business, it was best not to push him.

"As you wish. Nevertheless, what do you say?"

"I'm sorry, Emma. I'm afraid my students and I will have no part in this."

Frost released a deep sigh before picking up her tea. She slowly took a sip and then sat it back down and brushed a few strands of hair away from her face.

Her expression turned completely serious.

"How long are you going to sit on your hands, Charles? You have everything you need to take a stand. Those young mutants out there, undisciplined though they may be, would follow you into Hell. And yet, you are content to just sit there."

"Attacking government buildings will solve nothing. It will only make things worse. There is a peaceful way to resolve such things."

"Nonsense, Charles. Everyone on God's green Earth who is free had to fight for it. And so will we."

"There must be another way. Be patient."

Emma rose to her feet. "My apologies, Charles, but patience has never been my strong suite. Since we have nothing left to discuss, I will take my leave. Thank you for the tea."

As Frost walked to the door, Xavier turned to face her. "Emma, wait."

The shapely blonde stopped and glanced over her shoulder.

"Don't do this. Please. I don't want you as an enemy."

"Oh, Charles."

She walked over to him a kissed him on the cheek. Afterwards she lifted her head so that she could whisper directly into his ear.

"I wouldn't either."

-X-

Cyclops and Wolverine just stared at one another as Generation X looked on.

"So, what are you doing here?"

Wolverine exhaled a puff of smoke. "That's a strange way to welcome me back."

"That's because I wasn't."

A scattering of voices came from the nearby hallway as the rest of the X-Men entered the foyer.

Jean froze when her eyes met Wolverine's. "Logan?"

"Hey, Red. How you been?"

"Good. What brings you back?"

Logan smirked. "What do you think?"

The redhead suppressed a smile. "I can't imagine."

"Aw, geez. Get a room."

Wolverine snapped his head around to face Madrox. The combination of the sudden movement and Logan's frightening glare cause him to start.

"Well, what have we here?" Generation X straightened up as Emma returned to the foyer. "Some kind of secret weapon, Charles?"

Xavier followed her in and took note of Wolverine's arrival. "Not quite, Emma. This is Logan."

"Hmm." Frost looked him over as she walked past. "A little scruffy, isn't he?"

Logan took a drag off his cigar. "Doesn't take long to not like you, does it?"

"Not usually. Generation X, let's go." Guthrie quickly stepped over and opened the door for her. "Goodbye, Charles."

"Goodbye. Don't do anything you might regret."

A smirk crossed Emma's face. "I was about to suggest the same."

As Frost lead the way out of the Institute, Alex locked eyes with his brother. Scott noticed that the look in his eye seemed to promise violence upon their next meeting.

Kurt stopped in front of Kitty. "I'm sorry ve did not have more time to talk, Kitty. I hope to see you again soon."

"Wait, Kurt. You don't have to go with her. You could stay here with us. Right, Professor?"

"If that is his wish."

"I am sorry, Kitty. Miss Frost helped me a great deal. Now she needs my help. I cannot deny her. I vill come back and see you soon. Maybe zen ve vill have more time to talk. Goodbye."

As Kurt stepped out the door, he glanced over his shoulder and smiled warmly at Kitty before pulling the door closed.

"X-Men," The group turned their attention to Xavier. "be prepared. A trip to Washington is forthcoming."

Storm raised an eyebrow. "Why Washington?"

"Generation X is going to attack the headquarters of the Mutant Control Agency. I'm just not sure when."

"What's that?" Jean asked.

Rogue rolled her eyes. "What do you think it is? It's an agency to control mutants."

Xavier continued while Jean and Rogue glared at one another. "That would seem be the most obvious answer, but we don't want to jump to any conclusions. Nevertheless, we must be prepared to stop Emma before she makes things even worse."

"Don't worry, sir. We'll be ready."

"I have no doubt, Scott. In the meantime, Logan, I wonder if I could have a moment."

"I guess." Wolverine glanced at Jean. "Don't go anywhere."

The redhead smiled as Xavier and Logan stepped down the hall.

"Did you find Wraith?"

"Nah. He's gone into deep cover, he's out of my reach. For now."

"Then am I to understand that you will staying for a time?"

"That a problem?"

"Not at all. However, I do have a request. I'd like you on the team."

Wolverine stopped and raised an eyebrow. "You're kidding, right?"

"No, I'm quite serious. Our enemies are growing in number. We are going to need all the help we can get."

"Wait a minute. Does being a part of your team mean taking orders from Shades out there?"

"If you mean Scott, then yes."

"I'm not too big on that."

"Allow me to be perfectly frank, Logan. The woman who just left informed me that the government may be plotting against mutants. If that is true, then it's about to become a far more dangerous world for our kind. It is in all of our best interests to stick together."

Wolverine thought for a moment as he puffed out more cigar smoke. "I'll tell you what. I'll think about it."

"Very well. However, should you decide to take long term advantage of my hospitality, then I'm afraid I'll have to insist."

"Fair enough. In the meantime, I need a place to park my bike."

"Of course. I'll have Scott meet you outside. He'll show you where you can store it."

-X-

The large garage door opened to reveal a large space next to a covered automobile.

"You can park it there for now. Do you mind if I ask how you acquired this motorcycle?"

Wolverine glared. "You trying to imply that I may have acquired it illegally?"

"Not necessarily."

"Then who cares how I got it."

Wolverine walked the motorcycle into the garage and set it's kickstand. As he turned to walk out his attention turned to the covered vehicle.

"What's this?"

"I really wouldn't touch that if I were you."

Paying no attention to Scott's warning, Logan grabbed the cover and pulled it off.

"Whoa." Wolverine walked around the black Mustang. "Who's damn fine machine is this?"

"Storm's and she's pretty protective. If you're smart, you'll put that cover back on and walk away."

Logan scoffed. "What's she gonna do?"

"I don't know," the mutant's attention was drawn to Storm standing in the doorway, "how would you like a lightning bolt up your ass?"

Wolverine seemed completely unaffected by her threat. "I can honestly say that I would die a happy man without ever having anything up my ass."

"Then maybe you should back away from the Windrider."

"You got it. So, either of you know where I can find Red?"

Storm began to re-cover her car. "Her name is Jean and I don't know."

"Forget it. I'll find her."

Wolverine stepped toward the door but Cyclops stood in his way.

"Listen. You leave her alone, got it?"

"Shades, I'm willing to think that we got off on the wrong foot. That maybe you're not as bad as I originally thought. But if you don't get out of my way and stop telling me what to do, then you're gonna have an enemy for a really long time."

"Look, she just broke up with her boyfriend. The last things she needs is..."

"She broke up with her boyfriend, eh?"

"Your missing the point!"

"No, apparently you are. Get the hell out of my way."

The cold glint in Logan's eyes told Scott that he had no intention of going around him. If he didn't move, Wolverine would go through him.

After a few tense moments, Cyclops stepped aside.

"Smart move." Logan walked past and out the door.

Scott turned to Storm. "Can you believe that guy?"

"Based on my limited knowledge of him, I'd say yes. It's you I'm starting not to believe."

Summers arched his eyebrows. "Me? What are you talking about?"

"Scott, I've known about your crush on Jean longer than anyone. I've kept my mouth shut and suggested, and even threatened, that the others do the same. It's not our place to tell her that kind of thing."

She finished carefully covering the Windrider.

"But I will not abide by you trying to run interference on every guy that shows interest in her."

"I'm just trying to..."

"Keep her alone and miserable until you're ready for her?"

"No!"

"Are you sure? Granted, Duncan was a jackass and Logan is no prince either, but if she chooses to date guys like them you're just going to have to deal with it."

"She deserves better than them."

"Agreed. She deserves a smart, caring, good looking guy who worships the ground she walks on. If he just so happens to also lead a super-team and fly a jet, then all the better."

Scott chuckled. "Very subtle."

"Thank you. The point is there's nothing wrong with waiting for the right moment, but you have to accept the risks. It's not fair to expect her to remain single just because you haven't had that right moment."

Cyclops thought for a second. "I guess you're right. Ok, I'll stop trying to interfere with her love life."

"Good."

"Starting with the next guy." Summers headed out the door after Wolverine.

-X-

Jean and Kitty stepped out of the women's locker adorned in their X-Men uniforms.

"Well, he certainly seemed agitated."

Kitty scoffed. "Agitated? He was being a total jerk!"

"Listen, Kitty, I don't understand why you're so upset. Bobby was Bobby. He was immature, cocky, and spiteful. That's him. You dated the guy for months and now all of the sudden his personality quirks are unacceptable? Does this have anything to do with the fact that you still have feelings for him?"

"What would that have to do with anything?"

"Oh, come on. You're trying to convince yourself that you don't like him anymore by picking away at his every flaw. Flaws which not too long ago, did not stop you from dating him."

"Please. There is absolutely no justifiable reason for me to do such a thing."

"Sure there is; Kurt. You won't let yourself to be with him while you still have feelings for Bobby. You like Kurt, don't you?"

"Sure I do, but that doesn't mean I'm turning against Bobby."

"Well, you'd better figure out what you're doing and what you're going to do."

"Argh! You just wait until you're torn between two different guys!"

"That'll never happen."

"We'll see." Kitty turned and stomped down the hall.

Jean smirked and then turned to find Logan standing right behind her.

"Ah!" She started. "Do you have to do that?"

"Sorry. I was just admiring your outfit."

"From the back?"

"The back was great," Wolverine looked her over, "not that the front is without it's charms."

Jean rolled her eyes. "Look, Logan, it's obvious that you've still got it in your head that I'm attracted to you,..."

"And it's obvious that you've still got it in your head that you're not."

"...I assure you that I'm not."

"Really? Then how come things didn't work out between you and your boyfriend? You sure you didn't psychologically sabotage the relationship?"

"Positive. Besides, he broke up with me."

Logan raised an eyebrow. "Is he blind or just stupid?"

"Neither. He's just an ego-maniacal jackass."

"Well, before I left I offered to take you to dinner after you broke up with him. The offer still stands."

"The offer better make itself comfortable, because it's going to be standing for quite a while."

Before Logan could respond, Xavier's voice emerged from the Institute's intercom. "X-Men; report to the War Room at once. X-Men; to the War Room at once."

-X-

Wolverine slipped into the War Room just before Xavier began addressing his students. He ignored Cyclops' scathing glare.

"Students, Emma and her team have wasted no time. They are on their way to Washington."

"Already?"

"As I told you before, Peter, a trip to the capital could come at any moment. What concerns me is that I can detect their movements at all."

"Why does that concern you?" Storm asked.

"Emma is not only well aware of the existence of Cerebro, but she is also perfectly capable of shielding herself from it. Yet, she has chosen not to do so."

"She wants us to know. She's calling us out."

"Precisely, Bobby. And for better or worse, she's is going to get what she wants. To the Blackbird, X-Men."

As the team scrambled out of the room, Wolverine looked to Xavier. "I think I'll tag along, Chuck."

Before the professor could answer, or express his displeasure with being called by such a name, Logan was out the door.

-X-

Emma Frost stood at the edge of a building looking down upon Washington D.C. and more specifically, a construction site.

The headquarters of the Mutant Control Agency was nearly halfway complete. If she and her students had their way, the construction was about to suffer a major setback.

She knew that she was about to fire the first shot in what could be the greatest war in human history, but it had to be done.

Would good people on both sides die? Yes.

Would the cost of such a conflict be incalculable? Possibly.

Would it be worth it in the end? Absolutely.

She was confident that someday a future generation of free mutants would look upon them as heroes.

"Generation X."

Frost was joined on the edge by Havok, Polaris, Cannonball, Jubilee, Multiple Man and Nightcrawler.

"It's time."


	3. Part Three

Hello, all. It's been a while.

What's new with me, you ask? I'm a father. Geez. A guy like me having a kid. What a world.

As you could imagine, this has put a serious cramp in my time. She's worth it I suppose.

I've recieved a few frustrated e-mails, which I guess is a good thing, asking about updates. Here's where things stand as of now.

I'll be trying to make smaller, but more frequent updates, but I'm afraid said updates will still be few and far between.

I appreciate everyone who has taken interested in my writing.

Well, enjoy.

**X-Men: Alpha**

**Episode VI**

**Cross-town Rivals**

**Part III**

The Blackbird hovered high over the construction site of the Mutant Control Agency.

Wolverine looked out the window of the jet and then turned his attention to Jean. "You guys aren't worried about detection? This is the capital city of the most powerful country on Earth."

"I'm more worried about how long it's going to take the police to swarm all over us if we don't wrap this up quickly."

Cyclops rose from his seat. "That's a legitimate concern, Jean. Hopefully we can deal with this without the authorities getting involved. The 'Bird is scanning the area. When they make a move, we'll know it. Until then, let's go over the plan."

"Sorry, Scott." Storm interrupted. "No time for plans. They're on the move."

-X-

"Daniels!"

The young security guard jolted awake to find his middle-aged supervisor standing over him.

"Mr. White! Uh, I was just...uh..."

"You were sleeping! Get up off your ass and make your rounds! Now!"

"Yes, sir! Sorry, sir!"

Daniels sprang to his feet and walked out into the construction site.

"Man, that old guy gets in my face one more time, I'll be all like,"

He punched the air. "Bam!"

Once more. "Bam!"

And again. BAMF!

Daniels glanced around in surprise. "What the hell was that?"

BAMF!

The guard pointed his flashlight into the darkness. "Who's there? Mr. White? That you?"

As Daniels scanned the tree line just outside the site, a shadowy figure appeared. He quickly drew his sidearm.

"You there! Show yourself!"

A small burst of multi-colored light shot forward and struck Daniels in the chest. The guard left his feet and he crashed down to the ground.

"Daniels?"

White ran up and knelt beside his young partner. He pulled out his walkie-talkie, but before he could say anything, the radio was ripped out of his hand by an unseen force.

As he watched his radio disappear into the darkness of the tree line, White reached for his gun.

As soon as he lifted the weapon, it too was snatched away by a mysterious force.

Before White could do anything more, a yellow streak exploded from the darkness and struck him in the stomach. The guard was driven into the ground as the streak slowed and began to shift into a human form.

"Sorry 'bout this, old man." Sam Guthrie rose from over White's unconscious body. "Wrong place, wrong time."

Cannonball turned to face the tree line he emerged from as Emma Frost walked out of the darkness.

Havok, Jubilee, Multiple Man and Polaris followed her. White's gun and radio levitated around the green haired young mutant until she casually waved her hand and they dropped to the ground.

As the group gathered, Nightcrawler appeared alongside them. "Zey vere ze only ones here."

Havok's stern voice answered. "You let them hear you!"

"I cannot help zat. Ven I teleport it makes zat noise."

"You better figure out how to keep it quiet!"

"Havok!" Summers immediately turned to Frost. "I don't recall giving you any kind of authority!"

"Sorry, ma'am."

"Polaris; you may begin."

"With pleasure, Miss Frost." Lorna Dane stepped toward the incomplete building and raised both hands into the air.

She focused her will and several support beams began to groan and bend.

Before the destruction could go further, lightning streaked across the sky. Powerful gusts of wind kicked up and tossed dirt and foliage about.

As Generation X glanced around, prepared to attack at a moments notice, Frost calmly turned and faced the tree line they had just emerged from.

The X-Men emerged from the darkness and faced their opposition.

"Okay, everyone." Cyclops' eyes never left his brother. "Lets try not to do more damage than necessary."

The two groups sized each other up silently. The rustling of the trees and ambient sounds of the nearby city were all that could be heard.

Jean reached out with her telepathy. She felt the brainwaves of all around her.

Except one, of course. Emma's mind was like hitting a brick wall.

She skimmed the surface thoughts of Generation X. She didn't dare delve deeper. Her control of her telepathy was still suspect.

Suddenly, she felt a twitch. "Scott!"

Too late. Havok thrust both fists forward and rings of energy burst forth. Cyclops couldn't react in time and the attack threw him backward.

With that, the area exploded into motion.

-X-

Colossus rushed forward as Polaris raised her hands to meet him. "Really, tin man? You're going to come at me?"

She reached out with her magnetic powers. After a few seconds, the green-haired mutant realized that her adversary was not slowing down.

Before she could change plans, two massive, metal hands seized her wrists. The grip was firm, but not painful. Typical of him according to what Miss Frost had told the group.

"My skin is organic steel. It is not governed by the same properties as normal metal."

Lorna gave the Russian her best doe-eyed look. "You're not going to hurt me, are you?"

Colossus grip loosened immediately. "Well, I...uh..."

Behind him, she noticed a steel girder. The moment his grip loosened just enough, Polaris slipped her hands out and rolled away.

As soon as she was clear, she sent the girder careening toward the X-Man. Colossus spun and caught it in midair.

Polaris watched wide-eyed as the powerful mutant twisted and plied the solid steel.

Colossus tossed the girder at her feet now tied in a knot. "I believe that is yours."

-X-

Storm rose into the air as lightning crackled around her. Her eyes shone a pale white and her hair twisted above her head.

Emma watched from the ground. In this open environment, Storm was exceptionally dangerous.

She knew this. Emma knew this.

"Cannonball."

Guthrie glanced at his leader and then up at Storm. "Aw, geez, Miss Frost. Can't I take one of the guys?"

Frost slowly turned to him and glared.

The young mutant sighed and lowered into a crouch. "Daddy, I hope you ain't watchin' this."

Yellow energy erupted from him as he shot into the air at incredible speed.

Storm saw him coming, but had no time to react. Cannonball struck her in the stomach with a devastating impact.

The air driven from Storm's lungs and her concentration shattered, the adverse weather dissipated.

-X-

Jean watched as Multiple Man doubled, then tripled, then quadrupled his number. The single mutant running toward her had quickly become a stampede.

She wasn't worried, though. After all, they were the ones about to run into an invisible wall of telekinetic force.

The first several 'multiple men' collided with the wall and bounced backward. The rest were able to stop short. That is until Jean forced the wall outward and tossed back the leftovers.

However, several more appeared in their place.

"You think you can outlast me?" All the 'multiple men' spoke at once making it impossible for Jean to figure out which was the real Madrox.

The clones rushed again but before Jean could fend them off, two suddenly appeared behind her and grabbed her arms.

The leader of the rush seized her around the waist and the trio forced her to the ground.

A few more clones piled on. "I hope you've learned something tonight, carrot-top. It's always a numbers game, and I've always got the numbers."

As the 'multiple men' obnoxiously laughed at themselves, the ones at the bottom felt something pressing against them.

Suddenly, the dogpile was thrown in all directions. Jean picked herself up and wiped dirt from her face. Before she could do anything else, she looked around to find herself surrounded by Jaime Madrox.

"You're only making this harder on yourself."

Jean cracked her knuckles and raised her fists. "The more of you there are, the more asses for me to kick."

"Cheeky. Your call, princess."

The Madrox's slowly advanced on the telepath until a figure darted from the shadows and grabbed one of them by the collar. A razor-sharp adamantium claw appeared and was quickly press against his neck.

"Listen up, bub. By the time I count to three, I wanna see a lot less of you."

Madrox stayed calm as best he could. "What makes you think I'm the original?"

"I don't have to think, bub." Wolverine spoke directly into the young mutants ear; his voice as cold as ice. "I know."

The 'multiple men' began disappearing by the handful until it was just the one. "There. All gone."

A twisted smirk crossed Logan's face. "Not all."

Madrox eyes widened. "What the..." He looked to Jean. "You're not going to let him do this, are you?"

"Let him go, Logan."

"You sure? I can make it nearly painless."

"Let him go."

Wolverine shrugged and retracted his claw. Madrox immediately pulled away. "Geez. Thanks. I..."

Jean reached back and struck him hard in the face and sent him to the ground.

"Nice punch. Didn't really think that was your style."

"It's not," Jean rubbed her hand. "he was just really annoying. Thanks, Logan."

"Anytime, Red."

"You weren't really going to kill him, were you?"

"Nah. He was just a loud mouth twerp. If I killed people just for that, I'd leave a river a blood everywhere I..." Wolverine turned his head toward sky.

Jean followed his glare but saw nothing. "What is it?"

"Something's comin'. I can hear it."

"I don't hear anything."

"It's a good ways off still. It's like...a plane. A really big plane."

-X-

A loud BAMF and the smell of brimstone caused Kitty to spin around to face Nightcrawler.

"Kurt!"

"Kitty, please, you need to hide somevhere."

"Hide? I can't do that! The team needs me."

Kurt took her by the hands. "Please. I don't vant you to get hurt."

Kitty phased her hands through his. "I don't want you to get hurt either, but you're on the wrong side. You guys are going to make things worse for mutants and we have to stop you."

Nightcrawler hung his head. "I am so sorry, Kitty."

"It's not too late to switch sides, Kurt."

"Not for zat." Kurt quickly struck Kitty in the side of the head. She collapsed into his arms and he gently laid her on the ground. "For zat."

"I bet you were hoping I hadn't seen that."

Nightcrawler looked up to see Iceman standing over him. "Bobby! Vait! I vas only trying to..."

Kurt was barely able to duck under a frozen fist. He rolled away from Iceman only to have to quickly teleport to avoid a flying chunk of ice.

Bobby glanced around. "Oh, sure. Run away."

"I did not run." Nightcrawler hung from a nearby tree.

"Well, you sucker-punched a chick. Why would you be above running away from a fight?"

"I did not sucker-punch her. I vas only trying to protect her."

"She doesn't need you protection, Smurf. Now get down here and let's settle this."

"Settle vhat? Vhy are you all so determined to fight each ozer?!"

"Enough talk!" Bobby threw his palm forward and a burst a white frost shot forward.

Nightcrawler teleported as his perch froze over. He re-appeared behind Iceman and seized him in a chokehold.

The two struggled until Bobby grasped Kurt head. "You better hang on, Wagner. This is gonna be one hell of a brain freeze!"

Kurt's skin began to tremble as his face was blistered by sub-zero temperature. After only seconds, his head was throbbing. His teeth chattered and his vision began to blur.

As his consciousness began to slip, so did his grip.

Bobby released Wagner's head and broke his hold. Iceman spun around and landed an ice-covered fist onto his opponents jaw.

Nightcrawler found Bobby standing over him again. "The teleporting is cool and all, but let's face facts, you're an amateur."

Iceman raised his palm to his fallen foe, but before he could launch his attack a multi-colored burst of energy struck him in the back. The impact sent him crashing face first into the ground.

Jubilee strutted out of the shadows and blew a bubble with her gum. "You're one to talk, popsicle." She said after the bubble burst.

A twig snapping drew her attention. She glanced over to see Kitty staggering to her feet.

"Kurt?" Her voice was weak.

Nightcrawler watched a small sphere of energy appear in Jubilee's hand.

"Don't!!"

His shout went unheard as his teammate hurled the sphere into Kitty's back sending her back into unconsciousness.

Kurt teleported to catch her before she hit the ground. "I am so sorry, Kitty."

"Will you get a grip!"

Wagner glared up at her.

"Fine. Sit there and mope."

Jubilee looked around for another target.

-X-

Havok was filled with grim satisfaction as he watched his brother tumble into the darkness.

Finally getting to release his pent up anger felt great, but he didn't have long to bask in it. The one called Rogue was running toward him.

Foolish, he thought to himself. She saw what he just did to Scott. What chance does she have against him?

Summers allowed her to get close before summoning another wave of energy. Rogue reacted quicker than he expected.

She dropped into a slide and avoided the blast. When she came to a stop, Rogue drove her foot into his stomach.

Havok haunched over and Rogue lashed out with her other foot and struck him on the chin.

As he stumbled backward, Rogue sprang to her feet. She charged again, but Havok recovered and released another energy wave.

This time she was unable to avoid it. The energy knocked her off her feet.

Havok wiped a small amount of blood from his lip. As he walked toward Rogue, he noticed someone stepping out from the tree line.

His eyes widened as Cyclops reached for the switch on his visor. "How in the...?!"

A streak of red struck Havok square in the chest. As his brother was tossed backward by his optic blast, Scott rushed to his fallen teammate's side.

"You alright?"

Rogue groaned as she tried to get up. "How in the hell are you standin'? He hit you a lot harder than he hit me."

"I'm not sure. The blast knocked me down, but it really didn't hurt."

"What a coincidence." Cyclops looked up to see his brother back on his feet. "Neither did your's. Miss Frost warned me that we might be immune to each other's powers. I was really hoping she'd be wrong."

Scott stood up to face Havok. "Well then, I guess we can't fight each other."

"I wouldn't say that." Alex clinched his fists. "We'll just have to do this the old fashion way."

The brothers stared at each other for a moment, before Havok began to walk forward. Cyclops raised his fists, prepared for his brother's attack.

However, before the two could clash, the loud roar of an engine reverberated throughout the area.

Both teams stopped and looked to the sky. The trees began to rustle and dirt began to kick up.

As the noise grew louder, something fell from the sky. A large object landed amongst the trees, knocking many of them to the ground.

The emerging object was now clearly seen as a towering robot as it began smashing it's way through the foliage.

Emma could only stare at the massive automaton. She recalled the image of such a monstrosity from Nightcrawler's memories. Yet, she did not truly understand his fear until now.

Wolverine could barely believe what he saw. "What the hell is that thing?"

"A Sentinel." Jean answered without taking her eyes of the machine. "A mutant killing robot."

"You guys have fought one of these? How'd you destroy it?"

"Scott took off his visor and let his optic blast go. We can't do that here. We're in the middle of a populated city."

"Jean!" Cyclops called to her from across the field. "Get everyone to the Blackbird! Peter! Help me distract it!"

Scott released an optic blast that struck the Sentinel in the chest. The attack didn't seem to damage it, but the robot turned it's attention to the X-Men leader.

The machine raised it palm and fired a massive energy blast. Cyclops dove to the side just in time to avoid the attack.

-X-

Storm picked herself up and shot Cannonball a look that needed little interpretation.

"Sorry. I was just doin' my job."

Without responding, Storm rose into the air and faced the Sentinel. "Remember me? You're in my world now!"

Two bolts of lightning fell from the sky and struck the machine.

Neither bolt seemed to have any effect.

"That's impossible!"

Before Storm could overcome her shock, the Sentinel raised his other palm and fired.

Ororo's flight speed left much to be desired and she had no time to evade the beam.

An invisible force seized her by the ankles and yanked her downward. The energy beam narrowly missed her and crashed into the half-built headquarters.

Storm landed next to Jean and Wolverine and the trio ducked behind a large crane.

"Thanks. That was too close. That thing is impervious to lightning somehow."

"Rubber."

The girls looked to Logan. "What?" Jean asked.

"It's insulated with rubber. I can smell it. Somebody was ready for you."

"Perfect. Now what the hell are we..."

"Heads up!" Wolverine grabbed Storm and Jean and pulled them away from the crane as the Sentinel's fist came crashing down upon it.

Wolverine sprang up to his feet and unleashed his claws.

As the mammoth machine towered over him, he had to admit to himself that he felt a little foolish.

What was he going to do? Scratch it on the foot?

-X-

Polaris ran up to Emma. "What do we do, Miss Frost?"

"We do nothing. Gather everyone and let's go. The X-Men will take care of this."

Havok approached. "What if they can't?"

Emma watched the X-Men scramble as they attempted to deal with the massive robot. There was little question as to their fate should they fail.

"They destroy the Sentinel or it destroys them. Either way, things will be easier for us. Let's go."

"But Miss Frost..."

Emma turned to Nightcrawler. "Yes?"

"Ve can't just leave zem. Zey aren't even all standing."

"Relax, Kurt. I'm sure they'll be fine. They've destroyed one of those things before, they can do it again."

Nightcrawler didn't seem convinced. Emma didn't seem to care.

"Now, let's get out of here. There is something that requires our attention."

As Generation X slipped back into the darkness, Nightcrawler spared one last glance toward the X-Men's fight for survival and then followed his leader.

-X-

The Sentinel clinched it's fist and prepared to strike at Wolverine. Before he could, however, Colossus ran up behind it carrying a large girder.

Swinging it like baseball bat, Colossus struck the robot in the side of the knee.

The Sentinel staggered as he wound up for another swing. He struck the knee again, forcing the machine to fall onto is other knee.

"Jean!" Cyclops fired an optic blast that connected with the Sentinel's head, but did little damage. "I said get everyone to the Blackbird!"

"We'll never get into the air with that thing around!" Storm responded.

"Just go!"

As the X-Men scrambled, Wolverine began to formulate a plan. "Jean! Can you get me to it's head?"

"I guess. Why?"

"Just do it. I'll take care of the rest."

"Ok. Hang on." Jean focused her telekinesis and lifted Wolverine off the ground.

As the Sentinel focused on Cyclops and Colossus, Logan drifted up to the back of it's head and latched on with his claws. The adamantium blades dug deep into the machine's armor.

The Sentinel immediately tried to reach back and grab his attacker, but a telekinetic grip seized one hand and an optic blast struck the other.

With a few quick slashes, Wolverine opened the back of the robot's head and drove his claws deep inside.

Sparks flew and the Sentinel's eyes burst outward. The robot twitched and collapsed. As it fell, Wolverine jumped to the ground.

He looked the fallen machine over and then spat on it. "That wasn't so hard."


End file.
